EXHIBIT 4.2
Warrant No.: ______ Number of Shares: __________
Date of Issuance: April 22, 2005
GERON CORPORATION
COMMON STOCK WARRANT AGREEMENT
Geron Corporation (the "Company"), for value received, hereby certifies that
__________________________________ or their registered assignee (in accordance
with Section 3 below) (the "Registered Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company, at any time after the date
hereof and on or before the Expiration Date (as defined in Section 5 below), up
to _________________________ (__________) shares of Common Stock of the Company,
as adjusted from time to time pursuant to the terms of this Common Stock Warrant
Agreement ("Warrant"), at a purchase price of $7.95 per share. The shares
purchasable upon exercise of this Warrant are hereinafter referred to as the
"Warrant Stock." The exercise price per share of Warrant Stock is hereinafter
referred to as the "Purchase Price." This Warrant is one of a series of warrants
issued pursuant to that certain Common Stock Purchase Agreement dated as of the
date hereof, by and among the Company and the Investors listed on the execution
pages thereof (the "Purchase Agreement").
1. EXERCISE.
(a) MANNER OF EXERCISE. This Warrant may be exercised by the Registered
Holder, in whole or in part, by surrendering this Warrant, with the purchase
form appended hereto as Exhibit A duly executed by such Registered Holder or by
such Registered Holder's duly authorized attorney-in-fact, at the principal
office of the Company, or at such other office or agency as the Company may
designate, accompanied by payment in full by cash, check or wire transfer of the
Purchase Price payable in respect of the number of shares of Warrant Stock
purchased upon such exercise.
(b) EFFECTIVE TIME OF EXERCISE. The exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
day on which this Warrant shall have been surrendered to the Company, with
payment of the applicable Purchase Price, as provided in Section 1(a) above. At
such time, the person or persons in whose name or names any certificates for
Warrant Stock shall be issuable upon such exercise as provided in Section 1(c)
below shall be deemed to have become the holder or holders of record of the
Warrant Stock represented by such certificates.
(c) DELIVERY TO REGISTERED HOLDER. As soon as practicable after the
exercise of this Warrant, and in any event within ten (10) business days
thereafter, the Company, at its expense, will cause to be issued in the name of,
and delivered to, the Registered Holder, or as such Registered Holder (upon
payment by such Registered Holder of any applicable transfer taxes) may direct,
a certificate or certificates for the number of shares of Warrant Stock to which
such Registered Holder shall be entitled. If the Registered Holder exercises in
part and only purchases a portion of the shares covered by this Warrant, the
Company shall execute and deliver a new Warrant of like tenor for the balance of
the shares of Common Stock of the Company covered by this Warrant.
2. CERTAIN ADJUSTMENTS.
(a) SALES, MERGERS AND CONSOLIDATIONS. If at any time there shall be a
sale, merger or consolidation of the Company with another corporation or a
transfer or sale of all or substantially all of the capital stock or assets of
the Company, then, as a part of such merger or consolidation, lawful provision
shall be made so that the Registered Holder shall thereafter be entitled to
receive upon exercise of this Warrant during the period specified in this
Warrant and upon payment of the Purchase Price, the number of shares of stock or
other securities or property of the Company or the successor corporation
resulting from such merger or consolidation, to which a holder of the Common
Stock deliverable upon exercise of this Warrant would have been entitled under
the provisions of the agreement in such merger or consolidation if this Warrant
had been exercised immediately before that merger or consolidation. In any such
case, appropriate adjustment (as reasonably determined in good faith by the
Company's Board of Directors) shall be made in the application of the provisions
of this Warrant with respect to the rights and interests of the Registered
Holder after the merger or consolidation to the end that the provisions of this
Warrant (including adjustment of the Purchase Price then in effect and the
number of shares of Warrant Stock) shall be applicable after that event, as near
as reasonably may be, in relation to any shares or other property deliverable
after that event upon exercise of this Warrant.
(b) SPLITS, SUBDIVISIONS AND DIVIDENDS. In the event the Company should
at any time or from time to time fix a record date for the effectuation of a
split or subdivision of the outstanding shares of Common Stock or the
determination of the holders of Common Stock entitled to receive a dividend or
other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as the "Common Stock Equivalents") without payment of any
consideration by such holder for the additional shares of Common Stock or Common
Stock Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such distribution, split or subdivision if no record date is fixed), the per
share Purchase Price shall be appropriately decreased and the number of shares
of Warrant Stock shall be appropriately increased in proportion to such increase
(or potential increase) of outstanding shares.
(c) COMBINATION OF SHARES. If the number of shares of Common Stock
outstanding at any time after the date hereof is decreased by a combination of
the outstanding shares of Common Stock, the per share Purchase Price shall be
appropriately increased and the number of shares of Warrant Stock shall be
appropriately decreased in proportion to such decrease in outstanding shares.
(d) ADJUSTMENT CERTIFICATE. When any adjustment is required to be made
in the securities issuable upon exercise of this Warrant, the Company shall mail
to the Registered Holder a certificate setting forth a statement of the facts
requiring such adjustment. Such certificate shall also set forth the kind and
amount of stock or other securities or property into which this Warrant shall be
exercisable following the occurrence of any of the events specified in this
Section 2.
3. TRANSFER RESTRICTIONS; REPRESENTATIONS.
(a) The Registered Holder has entered into a Lock-up Agreement with the
Company dated as of the date hereof, in such form as attached to the Purchase
Agreement (the "Lock-up Agreement"). The Registered Holder has full right,
power, authority and capacity to enter into the Lock-up Agreement. The Lock-up
Agreement constitutes a valid and binding obligation of the Registered Holder
and enforceable against the Registered Holder in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer, liquidation or
similar laws relating to, or affecting generally, the enforcement of creditor's
rights and remedies or by other equitable principles of general application from
time to time in effect.
(b) This Warrant and the Warrant Shares shall be subject to the Lock-up
Agreement. The Registered Holder acknowledges that, to the extent applicable,
each certificate evidencing the Warrant Shares shall be endorsed with a legend
that states that the Warrants Shares are subject to the Lock-up Agreement.
(c) Subject to the provisions of Section 3(a) and 3(b) hereof, this
Warrant and all rights hereunder are transferable in whole or in part upon
surrender of the Warrant with a properly executed assignment (in the form of
Exhibit B hereto) at the principal office of the Company.
(d) The Company will maintain a register containing the names and
addresses of the Registered Holder(s) of this Warrant. Any Registered Holder may
change such Registered Holder's address as shown on the warrant register by
written notice to the Company requesting such change.
(e) The Company hereby represents and warrants to the Registered Holder
as follows:
(i) The Company is a corporation validly existing and in good
standing under the laws of the State of Delaware.
(ii) The Company has requisite corporate right, power and
authority (including the due authorization by all necessary corporate action) to
enter into this Warrant and to perform its obligations hereunder without the
need for the consent of any other person; and this Warrant has been duly
authorized, executed and delivered and constitutes legal, valid and binding
obligations of the Company enforceable against it in accordance with the terms
hereof. The execution, delivery and performance of this Warrant by the Company
do not contravene or violate any laws, rules or regulations applicable to it.
(iii) The Company has taken such corporate action as is necessary
or appropriate to enable it to perform its obligations hereunder, including, but
not limited to, the issuance, sale and delivery of the Warrant.
(iv) The Warrant Stock, when issued and paid for in compliance
with the provisions of this Warrant, will be validly issued, fully paid and
non-assessable.
4. NO IMPAIRMENT. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to fulfill its obligations hereunder.
5. TERMINATION. This Warrant (and the right to purchase securities upon
exercise hereof) shall terminate upon the fifth anniversary of the Date of
Issuance (the "Expiration Date").
6. NOTICES OF CERTAIN TRANSACTIONS. In the event that:
(a) the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time deliverable upon the exercise of this
Warrant) for the purpose of entitling or enabling them to receive any dividend
or other distribution, or any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities or property, or
to receive any other right; or
(b) the Company shall effect any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the surviving entity), or any transfer of all or substantially
all of the assets of the Company, or
(c) the Company voluntarily or involuntarily dissolves, liquidates or
winds-up its business or affairs, then, and in each such case, the Company will
mail or cause to be mailed to the Registered Holder of this Warrant a notice
specifying, as the case may be, (i) the date on which a record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, and (ii) the effective
date on which such reorganization, reclassification, consolidation, merger,
transfer, dissolution, liquidation or winding-up is expected to take place, and
the record date for determining shareholders entitled to vote thereon. Such
notice shall be mailed at least ten (10) calendar days prior to the record date
or effective date for the event specified in such notice.
7. RESERVATION OF STOCK. The Company shall at all times reserve and keep
available, solely for the issuance and delivery upon the exercise of this
Warrant, such shares of Warrant Stock or other stock or securities, as from time
to time shall be issuable upon the exercise of this Warrant.
8. EXCHANGE OF WARRANTS. Upon the surrender by the Registered Holder of any
Warrant, properly endorsed, to the Company at the principal office of the
Company, the Company will, subject to the provisions of Section 3(c) hereof,
issue and deliver, at the Company's expense, a new warrant in a form
substantially similar to this Warrant, in the name of such Registered Holder or
as such Registered Holder (upon payment by such Registered Holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face
thereof for the number of shares of Common Stock called for on the face of the
Warrant so surrendered.
9. REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, upon delivery of an
indemnity agreement, with surety if reasonably required, in an amount reasonably
satisfactory to the Company, or, in the case of mutilation, upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
warrant in a form substantially similar to this Warrant.
10. MAILING OF NOTICES. Any notice required or permitted by this Warrant
shall be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS) or confirmed facsimile, or forty-eight (48) hours after being
deposited in the U.S. mail as certified or registered mail with postage prepaid,
if such notice is addressed to the party to be notified at such party's address
or facsimile number as set forth on the books of the Company or as subsequently
modified by written notice.
11. NO RIGHTS AS STOCKHOLDER. Until the exercise of this Warrant, the
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company (including without limitation the
right to notification of stockholder meetings or the right to receive any notice
or other communication concerning the business or affairs of the Company).
12. NO FRACTIONAL SHARES. No fractional shares of Common Stock will be
issued in connection with any exercise hereunder.
13. AMENDMENT OR WAIVER. Any term of this Warrant may be amended or waived
only by an instrument in writing signed by the Company and the Registered
Holder.
14. HEADINGS. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.
15. SUCCESSORS AND ASSIGNS. The terms and provisions of this Warrant shall
inure to the benefit of, and be binding upon, the Company and the Registered
Holder and their respective permitted successors and assigns (in the case of the
Registered Holder, in accordance with Section 3(c) hereof).
16. GOVERNING LAW. This Warrant shall be governed, construed and
interpreted in accordance with the laws of the State of California, without
giving effect to principles of conflicts of law thereof.
GERON CORPORATION
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
Address: Geron Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Dated: April 22, 2005
EXHIBIT A
PURCHASE FORM
To: GERON CORPORATION
Date: ___________________
The undersigned, pursuant to the provisions set forth in the attached
Warrant, hereby irrevocably elects to purchase shares of the Common Stock
covered by such Warrant and herewith makes payment of $___________, representing
the full purchase price for such shares at the price per share provided for in
such Warrant or any adjustment certificate delivered pursuant to section 2(d) of
the Warrant.
The undersigned hereby affirms and acknowledges the investment representations
and warranties made in the Warrant are true and correct as of the date hereof,
and accepts such shares subject to the restrictions set forth in the Warrant,
copies of which are available from the Secretary of the Company.
Signature: _______________________________________
Name:
Title:
Address:
EXHIBIT B
ASSIGNMENT FORM
FOR VALUE RECEIVED, ___________________________ hereby sells, assigns and
transfers all of the rights of the undersigned under the attached Warrant with
respect to the number of shares of Common Stock covered thereby set forth below,
unto:
NAME OF ASSIGNEE ADDRESS No. OF SHARES
Signature: _______________________________________
Witness: ________________________________________
Dated: _____________________